Out of the Dark
by Brambleshadow of WindClan
Summary: The battles against Lord Cedric and Nerissa are over. Will, Irma, Taranee, Cornelia, and Hay Lin are all looking forward to relaxing and having some fun at the Karmilla concert in town, but due to unforeseen complications Will ends up in an entirely new dimension.
1. Chapter 1

**Summary:** The battles against Lord Cedric and Nerissa are over. Will, Irma, Taranee, Cornelia, and Hay Lin are all looking forward to relaxing and having some fun at the Karmilla concert in town, but due to unforeseen complications Will ends up in an entirely new dimension.

Lost and without her friends, Will has to help some _other_ magical girls with their own enemies... and try to guide one of them out of the darkness.

 **Notes:** The Karmilla subplot and title for the fic comes from the novelization of the eighth issue of the _W.I.T.C.H._ comic: _The Black Roses of Meridian_. This is mostly cartoon-verse for _W.I.T.C.H._ with some background elements from the comics. I also like the idea of the Heart of Kandrakar being kept within Will's body—so let's assume that after the whole thing with Jeek in _The Stolen Heart_ and then _everything_ concerning Nerissa, Yan Lin taught Will how to store the Heart next to her actual heart and then summon it whenever she needs it.

Set post-season 2 for _W.I.T.C.H._ and during season 2's _Shadow's in Bloom/The Spy in the Shadows_ for _Winx Club._

* * *

 **Chapter One**

Snow littered the building and streets of Heatherfield. Despite the cold, there was a rising sense of excitement amongst the city's teenagers: Karmilla, one of the hottest rock groups around, was on tour—and the band's next stop was the city's stadium.

Inside the Sheffield Institute, three of the five Guardians of Kandrakar (Irma Lair, Taranee Cook, and Hay Lin) were busy in art class—and whispering so that their conversation wouldn't be heard.

"I said no!" Irma paused in her attempt at drawing a T-rex and looked up at her two friends. "Please don't make me…"

"But—" Taranee started to protest.

"Just wait one second. I'll tell you everything as soon as class is over!"

"But this is torture!" Taranee's own watercolor lay forgotten. "You said you have a surprise and now you won't tell us—that's just cruel!" Her brown eyes widened behind her round glasses as she silently implored Irma to spill her surprise. She would have read Irma's mind, being the Fire Guardian, but it was more fun to find out the normal way.

Irma relented. "Oh, all right, I wouldn't want to make you suffer." Her teal-colored eyes glinted. "The Karmilla concert is this Sunday! I know the show has been sold out for a long time… but thanks to a certain special someone's amazing father, we've got tickets!"

"Wow! _Cornelia_ 's dad must have some great connections," Taranee teased. Hay Lin smiled.

Irma's smile faded. "Ha-ha! Very funny, Taranee! It will be a shame to leave you at home." She returned to working on her drawing, unaware of the fact their teacher was right nearby.

"What, can't you take a joke?" Taranee asked.

"Whatever!" Irma's enthusiasm had returned; the other two girls leaned in. "The point is, my dad is in charge of security for the concert, and he has promised to find us a way backstage!"

"Great!" Taranee said. "So that means—"

"It means," the stern voice of their art teacher cut in, "you young ladies are talking too much and drawing too little!"

Irma and Taranee froze and met their brunette teacher's dryly amused expression.

"Your table," she continued, "seems to be making a lot of noise, young ladies! Why don't you try keeping your mouths closed while you work?"

"Sure!" Irma squeaked. "Got it! No problem!"

Their teacher's expression relaxed as she leaned over to more closely study Hay Lin's artwork. "Your watercolor is stunning, Hay Lin! You have a good brush technique and a good eye for color. And the likeness is excellent! You're really quite talented!"

Hay Lin smiled up at her, remembering her idol's reaction to _Meridian at Dawn_ : her entry for a contest earlier that winter. "Thank you, Mrs. Wharton!"

Mrs. Wharton's stern expression returned as she snatched up Irma's drawing, eyed it, and then held it in front of the teenager. "Here, on the other hand, I can't really say the same thing. Why don't you try applying yourself a little more, Irma?"

Irma frowned as her teacher walked away and folded her arms over her chest. "Ooof!" she grumbled. "This is ridiculous. I hate drawing! Is it my fault if I'm not as amazing as some people?"

Taranee looked at her. "You could probably do something about it," she said quietly. "After all, we're working with watercolors. And since you do control the power of water… it shouldn't be too difficult for you!"

Irma's eyes lit up. "Good point, Taranee!"

Hay Lin frowned in disapproval. "I think that is called _cheating_!" she hissed.

The Water Guardian smirked, wisps of blue magic emerging from her fingertip and spiraling around her paintbrush. "Oh, lighten up! There's nothing wrong with wanting a good grade in drawing. Just think how impressed Mrs. Wharton will be!"

She watched, waited for a few seconds to see the results. "Here we go… It's working… It's really working!"

-x-

When the final bell rang, Will Vandom grabbed her green backpack and slung it over her shoulder as she rose from her desk and headed out the classroom door. On her way to her locker she passed Cornelia Hale. The tall blonde seemed to be occupied in a conversation with Alchemy, so Will just gave her a quick wave before continuing on. At her locker she swapped out the books she needed for homework and turned to leave.

Cornelia joined her at the school's entrance, looking preoccupied. Will opened her mouth to ask her what was bothering her, but she was interrupted by the arrival of Hay Lin, Irma, and Taranee. Both Hay Lin and Taranee were covered in splashes of paint and looking not at all pleased with Irma, who was frantically trying to apologize: "Hold on, you guys! Don't be like this! The situation got a little of control, but everyone makes mistakes!"

"Wow," Will said. "What happened?"

Irma glared at Cornelia. "And don't you say a word!"

"What?" Cornelia said defensively. "I haven't said anything!"

"No, you didn't say it, but you probably thought it!"

"Actually," Taranee chimed in, "she did think it."

"Aaargh!" Cornelia half-shrieked half-growled. "Taranee, get out of my head!"

Will blew a lock of Crayola-red hair out of her brown eyes. "Um… could someone fill me in on what happened?"

"The 'artist' here"—Hay Lin shot an angry look at Irma—"wanted to play with paint, and as a result we look like this!"

Taranee examined her blue-splattered orange yellow-striped dress. "I was going to wear this on Sunday—but it looks like that won't be happening."

"Speaking of the concert," Will said, "is there any news?"

Taranee jerked her thumb over her shoulder at Irma. "The father of our crazy painter is taking care of security at the stadium! We'll see the concert from backstage."

"Don't you think that's reason enough to forgive her?" Will suggested as the five friends began to walk home.

Hay Lin, Irma, and Taranee exchanged smiles, their tension forgotten.

Will breathed a sigh of relief. The Guardians needed a break. It had taken them all of winter holidays to recover from the battle against Lord Cedric in downtown Heatherfield and the aftermath of going into their Zenith forms for the first time. Then there was their new computer science teacher, Ralph Sylvia, whom the girls had known for only two weeks. He seemed to be very interested in the five of them, and Will didn't exactly trust that.

Besides, she was hoping her mom would let her go to the concert: Her boyfriend Matt Olsen and his band Wreck 55 were opening for Karmilla and she wanted to see him perform.

The redhead adjusted her backpack again—it was loaded up with notebooks and textbooks for homework and it was _heavy_ —and studied her four best friends. They'd been through a lot since she'd moved to Heatherfield from Fadden Hills a year before: finding out they all had magic powers; battling the evil Prince Phobos of Meridian and saving his younger sister Elyon Brown, who was now queen; and then fighting against Nerissa, the former Keeper of the Heart of Kandrakar and Guardian of Quintessence along with her rotating roster of minions: the Knights of Vengeance, the Knights of Destruction, and the previous group of Guardians (nicknamed C.H.Y.K.N. by Hay Lin).

Though all five girls certainly looked different and had different interests, by now they were such a close-knit group it didn't matter. They even had a group name: W.I.T.C.H. Cornelia controlled the earth; Taranee was friends with fire; Irma manipulated all things water; and Hay Lin was all about air. As for Will, she was the group's leader, the Keeper of the Heart of Kandrakar, and controlled quintessence—aether, life energy. Without her, the Guardians couldn't transform into their magical alter-egos.

As they reached the street where Hay Lin had to turn off to go to her parents' restaurant the Silver Dragon, Will and the others waved good-bye. Irma, Taranee, and Cornelia eventually went their own separate ways as well, leaving Will to walk home alone. She didn't really mind: she was quite warm in her puffy navy-blue coat, thick socks, and fur-lined boots. Even so, she decided to walk faster. The quicker she arrived at her mom's apartment, the sooner she could start on her homework for the weekend.

-x-

She arrived in front of her building just as her mom pulled up in her red car and parked. "Will!" she said cheerfully. Will was happy—and surprised—to see her. Susan Vandom was rarely home from the office this early due to working long, crazy hours at the fancy computer company Simultech.

Her mom had already popped the trunk and was unloading groceries. Will walked over, gave her a hello kiss on the cheek, and took several of the bulky bags to the front door of their apartment building. Susan followed, carrying her own load of groceries, which included a six-pack of bottled water.

"What's with the groceries?" Will asked as they carried them up to their apartment and set the bags on the kitchen table.

"It's for the party," Susan answered, already unpacking one of her bags.

"…Party?" Will's mind started panicking. Had she missed an anniversary or something?

"On Sunday," her mom replied. Then Will's heart sank as Susan stopped unloading food and stared at her. "Don't tell me you've forgotten my birthday is this Sunday." Though Susan tried for a teasing tone, Will could tell she was upset. "I thought we could go up to Roseville and have a birthday dinner here with just the two of us."

Back when the two of them lived in Fadden Hills, mother and daughter used to travel to Roseville and spend hours browsing through all of the little stores and antique shops.

Little sparks of quintessence flashed through Will's hair. "Sounds great, Mom," she said, "but there's a little problem. See, the Karmilla concert is on Sunday and Irma's dad said he would give us backstage access…"

Susan's eyes narrowed and she put her hands on her hips.

"But we could always go to Roseville tomorrow!" Will suggested quickly, flashing her mom a hopeful smile. _Or I can create an astral drop to go with you,_ she thought. Then she remembered what happened the last time she'd made an astral drop and decided against it.

"Tomorrow isn't my birthday, Will! And I have to work. You always seem to forget that!"

"I know!" Will snapped, and only just managed to stop herself from mentioning Mr. Collins, her history teacher at Sheffield and her mom's boyfriend. She'd grown used to their relationship, but she still didn't like it.

Susan glared at her daughter for a few seconds longer, then sighed. "Okay, then. There won't be any trip to Roseville on Sunday _or_ a birthday dinner. And you _won't_ go to the concert with your friends. We'll just have a nice, quiet day at home."

Will stared at her mother. Then anger set in and she clenched her fists. "Oooh! This is _so_ not fair!" She turned, quintessence sparking in her red hair, and stalked away to her room, slamming the door behind her.

-x-

Saturday came and went. Sunday found Irma, Taranee, Cornelia, and Hay Lin excitedly grouped together and being led by Irma's dad through the stadium entrance. They passed right by the lines of fans that stretched around the stadium and looked as though they'd been there for hours. Cars, trucks, vans, limos, motorcycles, and tour buses filled the parking lot.

Each of the girls couldn't help but feel very important when Irma's father walked them right up to the _No Entrance_ sign, produced the backstage passes, and they went on through without the other security guards saying a word. It may not have been their first concert—Irma had been in charge of organizing everything that time actor and singer Vance Michael Justin had put on a show—but it was their first big concert in an actual stadium.

Once they were backstage, the girls peered around in amazement. There was so much to take in—sights, sounds, colors. Taranee managed a peek at the arena and blinked as her eyes adjusted to the light. There was so much activity as the sound and stage crews rushed about, but she did notice the colorful lights and large screen up above.

"Over here, girls," Sergeant Lair called. Although he appeared rather tall and bulky in his cap and blue uniform, his face said more "good cop" than "bad cop". Once they came over he instructed, "Okay, stay put and try not to cause any trouble."

"Oh, we can't thank you enough, Mr. Lair!" Hay Lin said, clasping her hands under her chin and giving him a huge smile.

"My pleasure, ladies," he replied, returning Hay Lin's grin. "Just enjoy the show, all right?"

But they weren't paying any attention to him.

"Oh! My! Gosh!" Cornelia gasped.

"Over there! Look!" Irma screeched, pointing furiously.

Taranee looked, grinned. "We already are," she said, answering Mr. Lair.

"Danny! Danny! Daaaaannny!" the crowd howled as the one and only bassist for Karmilla walked by.

While Cornelia instantly started checking to see if her hair was in perfect order, Taranee couldn't help admiring how cool the bassist looked: his red bandanna, tied snugly around his long, thick brown hair; sideburns; his rather otherworldly aurora. He was munching on a bag of potato chips as he nearly skipped down the stairs to a private, underground room. Even though he didn't react to the earsplitting screams, Taranee figured he must have loved the attention.

 _There's nothing like a fan's being in the same room as her favorite artist,_ she thought, doing a little happy dance."

Mr. Lair turned to his daughter and her friends, his face a mask of complete shock. "What is wrong with all of you?"

"Didn't you see him?" Cornelia gushed. "That was Danny Doll, bass player for Karmilla. And if he's here—"

"Then Karmilla must be nearby!" Hay Lin finished excitedly.

While Irma's father stood there speechless, another policeman rushed over.

"Is everything all right, sir?"

Sergeant Lair held up a hand. "Relax," he said. "It's just my daughter and her friends."

"So you don't need me to arrest them?"

"There's no need for that, Spud!" With an embarrassed shrug, Mr. Lair turned to the girls. "Now, look," he said, "you're here to _see_ the show, not _stage_ one. Try not to make me look bad, got it?"

All four girls nodded, but then their attention was pulled elsewhere.

"Look, it's Matt!"

Matt Olsen, lead singer of Wreck 55 and one of the three Regents of Earth, walked by with his guitar, spotted the girls, and waved. They waved back, much to Officer Spud's confusion.

The two cops glanced at each other.

"Forget what I said," Mr. Lair grumbled, throwing his hands up. "If you want to throw them in jail, I won't stop you."

Though Taranee's gaze had initially been drawn to Matt, it soon slid over to her crush Nigel, who played rhythm and bass guitar in Wreck 55. He didn't seem to notice her as the band walked past and Matt began to talk with a woman holding a clipboard.

"Oooh, they must be so nervous!" Hay Lin said, running her fingers through one of her glossy black pigtails. "I know I would be."

"Well, to open for Karmilla _is_ a huge responsibility," Taranee acknowledged. Karmilla was, after all, an internationally famous rock band. Wreck 55, while talented, was still just a high school band.

"Hang on!" Irma grabbed for the camera hanging around Taranee's neck. "Let me take a picture of Matt for Will! She'll love it!"

"Oof!" Taranee grunted as the camera nearly collided with her face. _Pushy Irma strikes again_! she thought. The camera strap had been yanked down—and Taranee's neck had gone right along with it.

Irma took no notice of her discomfort as she held the camera up to her eyes and snapped a photo of Matt. "I can just see the look on her face when she sees this!"

Taranee smiled as she rubbed out the kink in her neck. Even though Will couldn't be here, she had a feeling that tonight was going to be unforgettable.

-x-

Will slumped down in her chair and glared across the kitchen table at her mother. The table was set up beautifully with a blue linen tablecloth and elegant dishes, but the post-meal atmosphere was tense. All in all, it wasn't a very festive birthday party.

The Guardians' leader was trying to be nice—it was her mom's special day. But Will couldn't help feeling trapped inside their apartment, disappointed that she was being left out of the best concert of the year, and angry at her mom.

To be honest, Will was frustrated with herself as well: she wanted the day to be perfect for her mom, but she couldn't cheer herself up. The whole scenario was giving her flashbacks to the time she'd gone along with Susan and Mr. Collins on one of their dates. Then Shagon had attacked…

Will was jolted out of her reverie as her mother returned from clearing the dishes carrying a large strawberry-chocolate cake to the table.

"What?" she said, trying to sound cheerful. "No candles?" Will propped her chin up in her hand.

"No candles," Susan said simply as she cut a slice of cake for herself and then her daughter. She looked rather pretty with a gold earring hanging from her ear, her black hair curling loosely over her shoulder, and wearing a blue V-neck. It _was_ her special day, so why not dress up a little? Even so, she looked worried as she set a slice of cake down in front of her daughter.

Will pushed the plate away. "I'm not hungry."

"Oh." Now Susan looked disappointed—and hurt. "I'll just save it for later, then."

"I won't want it then either." Feeling trapped and caged in, Will pushed her chair back from the table and stood. "I'm sorry, Mom, but I need some fresh air. I'm going out for a walk."

Will grabbed her winter coat and headed for the door without looking back at her mother. Once outside her apartment building, her feet turned in the direction of the unfinished construction site. A brisk wind sprang up; she shivered at the chill and wished she'd grabbed her woolen hat and mittens.

It was just past 6:30 and the sun was already beginning to set. By the time the redheaded teen reached the construction site, the sky was streaked with purple, pink, orange, and gold.

She was about to turn into the site when she heard unfamiliar female voices:

"Why did you have to take us to a _construction site_ , Icy?"

"Don't give me that, Stormy. I didn't know we were going to end up in this dump!"

Okay, so that gave her two names: Icy and Stormy.

"Stop it!" a third female voice ordered. "Let's just find that vast source of magic and get back to Lord Darkar."

Will's ears perked up at that. Whoever these girls were, they were not from Earth and had their own magic. The Quintessence Guardian peered around the corner to see three teenage girls—one with long white hair up in a ponytail, another with long brown hair, and the third… what sort of hairstyle was _that_? The second thing she noticed was their excessive use of eyeshadow; the third was that they were _not_ dressed for the cold weather. Seriously, who wore (possibly) leather vests, (definitely) leather pants, and heeled boots in the winter? Or short sleeveless dresses? (If Cornelia were here, she would make some biting remark about these girls' fashion sense.)

Then one of the girls' statements played back in her head and Will frowned, her eyes narrowing. A vast source of magic on Earth… that meant either Cornelia's sister Lillian and her regents or… herself. Possibly. Maybe. She _did_ control life energy and was the Keeper of the Heart, after all. If these girls were after Lillian… Well. Will wasn't going to let that happen.

She stepped out into the open and strode forward, stopped three yards away from the strange girls. "Hey!" The word came out harsh and severe.

All three girls' heads snapped in her direction. The white-haired girl—Will figured she _had_ to be Icy—curled her lip in a sneer. "What do we have here?"

"It better not be another fairy," the purple-haired girl grumbled.

 _Fairy?_ Will thought in confusion. Sure, in their Guardian forms the girls were sometimes mistaken for fairies and Irma had once jokingly referred to the group as pixies, but… "I'm not a fairy."

"Enough talking!" the long-haired brunette snapped. Dark wisps of magic began to swirl around her hands, then snaked towards Will.

The Guardian reacted without thinking: quintessence flashed from her palm in a streak of blue-white lightning and struck her attacker. Seconds later she'd jumped out of the way of the other girl's magic and landed in a crouch, ready for whatever came next.

"Get her, Darcy!"

The brunette snarled in frustration; her eyes glowed white. Will's eyes narrowed, then widened in surprise as multiple copies formed.

 _Astral drops? She can create astral drops?!_ No, Will realized after a moment. Not astral drops—duplicates. Elyon had the ability to do something similar, but they were more like ghosts and didn't have Elyon's powers.

Darcy and her duplicates surrounded Will. The Guardian tensed, eyed an opening, and dove. She didn't want to transform, not yet. First she wanted to see if she could deal with these girls in her human form.

Will hit the ground, rolled, and pushed herself to her feet. Her hands closed into fists at her sides, then came up into a fighting position as she stared down the other two.

"Stormy! Icy!" she heard Darcy snap from behind her. "Help me out here! Get her!"

Icy smiled in a way that was anything but friendly and let out a low laugh. "My pleasure."

She held out her hands, and ice shards shot towards Will. The redhead reached for her own magic and tried to form a shield, but her powers were weaker when she was in her mortal form. One ice dagger nicked her jacket; another grazed her cheek.

"Ah!" Will winced in pain, cast her gaze about for _something_ she could use. It settled on a crane, some other construction equipment and half-finished building structures, and her brown eyes lit up.

"Quintessence!" she cried, sending tendrils of her power into one of the large machines. Lightning flickered then died as the bulldozer came to life.

Icy, Darcy, and Stormy stared for a few seconds. Then Icy seemed to come to a decision. Her lip curled in a snarl as she shot one last look at Will and snapped out, "Let's get out of here."

"You're not getting away that easily," Will muttered, leaping for Stormy and grabbing hold just as the three girls opened a space-time fold between dimensions and disappeared.


	2. Chapter 2

**Chapter Two**

Sometime during the short trip between dimensions, Will had lost hold of Stormy and ended up falling out of the space-time fold. She landed with an _oompf!_ on her back and, wincing, picked herself up and studied her surroundings.

It looked like she was in the hallway of some sort of fancy boarding school. That didn't really tell her much, even though the place _looked_ safe.

Will glanced around to make sure she was alone, then summoned the Heart of Kandrakar. After their battle against Cedric and Nerissa, Yan Lin had taught Will how to store the Heart within her body and summon the crystal orb whenever she or the other Guardians needed it. Heat traveled from the center of her chest down to her right hand; Will held her palm out, and the source of Kandrakar's mystical energy and power floated over her open palm.

"Guardian unite!"

A dark pink teardrop separated itself from the Heart and entered Will's body, encasing her in a magical bubble. Will curled up in the fetal position, felt white-hot energy shoot throughout her body and down her arms and legs. Her limbs elongated; she grew taller, stronger as magic suffused her every cell. As the familiar pink energy spiraled around her body, Will's clothes swirled away to be replaced by her purple-and-teal Guardian uniform. At last she felt her flower-petal wings unfurl from her back.

Transformation complete, Will straightened from her curled up position and softly called out her element. Her feet touched down on the floor a moment later.

"Okay, time to find out where I am."

Farther down, the hallway was lined with doors, but there was a window nearby. Will walked over and looked out at the courtyard below.

From what she could see, this was definitely some sort of boarding school and she was currently in a tower—the dorm section, perhaps? Assuming that the classes were held in what looked like the main portion of the building…

"All right, so, fancy boarding school it is. That still doesn't tell me which planet I'm on."

Thinking out loud helped her concentrate. Will turned and headed for a staircase. Maybe it would lead her to a library or office or something.

She had only made it halfway there when she spotted a teenage guy coming her way. With some relief, she noticed that he _looked_ human—glasses, long-sleeved green shirt, jeans, red hair. He walked over to one of the doors, knocked.

Curious, Will followed him, staying behind by a few feet. The ceilings were a tad too low for her to fly in so for now she was forced to stay on foot.

"Hey, Bloom," she heard the guy say after opening the door. "I wanted to ask you something."

"Sure, Timmy, come on in," a girl's voice replied.

As the guy went inside, Will noticed that _now_ the ceilings were high enough for her to fly in. She jumped up into the air, hovered over the open doorway, and listened.

-x-

Bloom, the Fairy of the Dragon Flame, opened her eyes at her bonded pixie Lockette's question of "Are you all right?" Her eyes, normally blue, were now gold, the pupils slitted like those of a cat or snake.

"Actually, I've never felt better."

Seconds later there was a knock at her door and Timmy stuck his head in. "Hey, Bloom, I wanted to ask you something."

"Sure, Timmy, come on in."

He did. If he was surprised to see that Bloom was in her fairy form, he didn't show it. "Have you seen Techna? I'm worried she's been avoiding me."

"Oh, I'm sure that's not the case," Bloom said quickly, holding out a hand in his direction. "But why don't you and I go looking for her together?"

"Oh, that'd be great!"

Bloom's sudden smile was more like a malicious baring of fangs. "Well, my dear Timmy," she began, swirling her right index finger and sending a tendril of her magic in his direction, "since Techna has turned your world upside down, you might as well get used to it!"

He only had a second to process her words before the non-verbal spell took effect and he was levitating upside down. "Huh?"

Bloom laughed harshly. "How's it feel?" she asked him, right hand on her hip and her left hand out palm-up with fingers briefly curled before it rested on her other hip. She leaned in slightly.

Timmy let out a nervous laugh. "Right, I get it, ha-hah, funny! Now I'd like to walk on my own two feet!"

Bloom feigned innocence: "Oh, how thoughtless of me!" She raised her hands, sent dark purple sparks of magic at him.

"No, wait!" Timmy protested. Not that it did him any good—his shoes were now on his hands.

"There." Bloom sounded satisfied with her work.

"What the—?"

"Bloom, please!" Lockette protested. "Put Timmy down! Why aren't you listening?!"

The fairy stopped mid-cackle. "You want me to drop him just like Techna did?" A nudge with her finger, and Timy was moving towards the open door.

Lockette flew over to him. "Ooh, poor Timmy!" she squeaked.

He struggled to free his hands, kicked wildly. "Help, please! Somebody help me!"

Lockette made a distressed noise.

 _Oh, enough of this!_ Bloom thought in irritation. She flicked her hand and sent a protesting Timmy flying out of the room.

-x-

Even after everything she'd been through, Will still found herself blinking in surprise as the guy—Timmy—came floating upside down out of the room with his shoes on his hands. Chasing after him was what she assumed to be a pink-haired pixie.

"Oh, stop whining," a girl with long red hair snapped as she stepped out into the hallway after him. The first thing Will noticed was her sparkly blue outfit that left little to the imagination; the second were her large gossamer-like wings.

 _So. She's a fairy._ Will's eyes narrowed for a moment before she took off and followed, staying as close to the ceiling as she could to avoid being seen.

 _Huh. Turns out the hallways in this place are huge. Who knew?_

Two other girls rounded the corner—one Asian, her black hair done up in two pigtails and wearing bell-bottom jeans and an off-the-shoulder red tank; the other Black with a pale pink tank and green cargo shorts.

"Musa, Layla, help!"

"Wow, Timmy, I didn't know you could levitate!" the Asian girl—Musa, Will assumed—said.

"What?!" he shrieked.

"It's really kinda cute," the other girl said.

"He can't," the redhead—Bloom—snapped. "But hey, if that's what you all want…" She circled her finger; more magic swirled around Timmy.

"Oh no, not again!" he groaned.

The other girls gasped and closed their eyes as he was dumped head-first into a large vase full of flowers. "Timmy!"

"Something's wrong with Bloom!" the pixie said in a high-pitched voice. "I think it has to do with that astral regression journey!"

As Bloom laughed, Musa's eyes narrowed. "I'm going to get Professor Avalon," she said before jogging away.

Will decided that now was a good time to make her presence known and swooped down, grabbing Timmy by the ankles and lifting him up out of the vase. She adjusted her grip until he was right side up again and she was holding him by the armpits. Slowly, she set him down on the floor and released him.

Timmy looked up at her in surprise. "Thanks."

"Don't mention it. You're sure you're okay?"

Timmy was already removing his shoes from his hands and putting them back on his feet. "I am now."

"Who are you?" The dark-skinned girl narrowed her blue eyes at Will.

"Will Vandom," the Guardian replied. "You?"

"Layla. I don't know what you're doing here, but—"

"Hey, calm down." Will rested her hands on her hips. "It didn't look as though any of _you_ were going to help him, so I did it for you." She whirled around to face the red-headed fairy. What was her name—Bloom? There was something about her demeanor that Will didn't like. The Guardian stepped closer to the fairy—and had to fight down a wave of dizziness and nausea. Will fought through it, forced herself to look Bloom in the eyes. Her own brown orbs narrowed as they took in the golden irises, the cat-like pupils. No, not a cat—a snake. Will tensed. The last time she'd seen eyes like that…

A ball of quintessence formed in her hand; she drew back her arm, preparing to launch it at Bloom, when another voice called out "Wait!" and a blonde girl threw herself between the Guardian and the fairy. At the same moment, Musa came up the hallway with a man Will assumed to be the teacher she'd mentioned—Professor Avalon?

Bloom's golden eyes widened in shock; the next second, her form flickered and she collapsed against the wall in her human form with her head in her hands.


	3. Chapter 3

**Chapter Three**

Professor Avalon instantly crouched down next to Bloom, his expression full of concern. Will couldn't help vaguely noticing that Bloom's outfit consisted of jeans and a blue T-shirt with yellow sleeves while her shoes were like platform sandals or something—not the type of clothing one would wear in the winter.

So, that most likely meant that wherever she was now, either they didn't have winter (or if they did, the climate here was _really_ mild) or were at a different point in the school semester. Which reminded her: She had to find out the time difference between this planet and Earth. Her mom still thought she was out on a walk; her friends were all at the Karmilla concert back at the Heatherfield stadium.

As soon as the blonde girl had shown up, Musa and Layla had made themselves scarce. Will briefly swept her gaze over the newcomer—something about the girl reminded her of Cornelia—before turning her attention to Bloom.

"I really don't know what happened, Professor," she said, looking downcast. She removed her hand from her cheek, looked over at him with upset blue eyes. "I felt kinda like I was possessed, as if someone else was talking through me. It was horrible!"

The professor was holding her right hand in his; his left came up to rest on the top of her head. Bloom smiled at the contact, and Will's eyes narrowed. _Looks like someone has a crush on the professor._

"I think Lockette's right," Professor Avalon said. "You seem to have picked up a mischievous shadow virus while traveling." His left hand cupped his chin in thought. "I can whip up a special spell to remove it before it gets any worse," he said, standing.

"I'm going back to Red Fountain," Timmy said. He turned to leave. "And if you happen to see Techna," he said to Bloom, "could you tell her I was looking for her?"

"Sure thing," Bloom said with a smile as she picked herself up off the floor. "And I'm sorry about that levitation and stuff."

"H-hey, no problem," Timmy said as he ran a hand through his hair to dislodge some of the leaves. He waved good-bye. "See you girls later."

"Bye, Timmy!" Bloom and the blonde called after him.

"Do you think you can keep Bloom out of trouble until I return?" Professor Avalon asked the blonde girl.

"Don't worry, Professor," she said with a smile. "I won't let it happen again. And luckily I know of an absolute sure-fire way to keep the shadows at bay." She flashed a grin and a finger gun. "It's total makeover time!"

Will rolled her eyes. "I don't think that's going to help," she commented.

The professor, blonde, and Bloom all turned to stare at her as if noticing her for the first time. "Who're you?" the blonde asked suspiciously, her golden-brown eyes narrowing.

Will sighed. "Will. I don't suppose you could tell me who _you_ are and where I am? I jumped through a space-time fold after these three girls attacked me back on Earth and ended up here."

"Stella, Princess of Solaria and the Fairy of the Sun and Moon. This is the Alfea College for Fairies in the Magix dimension. Now, if you don't mind—"

Bloom's blue gaze was suddenly alert. "Three girls attacked you?" she asked. "What were their names?"

"Stormy, Icy, and uh… Darcy."

"And you survived?"

Why did she sound so surprised? "Yeah. As you can see, I've got some magic of my own. But as for that shadow virus…" Will stepped closer to Bloom. "I can sense dark magic. You were _definitely_ under some influence—and your eyes…"

"What about my eyes?" Bloom sounded defensive.

"They were gold, snakelike. Reminded me a bit of this snake guy from Meridian I've fought in the past. You're sure you've never met a guy called Lord Cedric?"

Now Bloom looked confused, flustered. "No. I mean, no, I haven't."

Stella glared at Will and put an arm around her friend. "C'mon, Bloom. Let's go see if we can make you feel better with a makeover."

Will just rolled her eyes as the two fairies walked off and turned to Professor Avalon—only to find that the professor was already gone.

 _Oh, great._ With a sigh, Will took to the air again. At the very least, while the other girls were keeping Bloom occupied, she could take a look around this place—Alfea College, wasn't it?—and see if she could find someone who would actually _talk_ to her. Maybe that professor, for starters…

-x-

The makeover session seemed to go on for hours. Bloom and Lockette, after being treated to who knew how many skin and hair treatments (there may have been a hot bath in there at some point) had finally been forced into a soft cushy robes with towels tying up their hair so it wouldn't be in the way of the makeup and powder brushes. Bloom's hands and feet were being treated to a manicure and pedicure, respectively—though both Lockette and her coughed due to powdery clouds at one point, she found she didn't really mind.

Besides, it _was_ sort of fun and relaxing…

Once her nails and makeup were done and her hair was dry, the rest of the Winx Club encouraged her to try on several different outfits—with Stella being the main voice of approval, of course.

At last the girls decided on a pale pink tank top, bellbottom jeans with flower designs, and retro-style shades with Bloom's mass of red hair done up in a fancy bun. Stella, after pretending to be stunned by Bloom's radiance, suggested that now the girls move on to giving her a makeover when Bloom suddenly grimaced and clasped both her hands to her head in pain.

Techna, Musa, Flora, Layla, Stella, and the girls' bonded pixies gasped and stared in a mixture of astonishment and fear as Bloom flickered back and forth between her human and fairy forms. Her fairy form stayed after a few seconds, and she angrily removed the glasses and shook out her hair. "I've had _enough_ of these _stupid_ dress-up games!" Bloom snarled. She stalked forward, pushing the others out of the way—and letting them have a good look at her golden eyes. "Get out of my way! I have important business to attend to!"

"It's that shadow virus Professor Avalon was talking about!" Lockette told the others in her high-pitched voice. She flew after Bloom before the other pixies could stop her.

-x-

On a far-away throne in Shadowhaunt, the skeletal figure of Lord Darkar the Shadow Phoenix smiled as he watched Bloom with his magic. "It's so wonderful when the light finally sees the darkness." An evil laugh left his throat. "Go, my little puppet!"

-x-

After twenty or so minutes (it might have been longer) of flying around the school and not finding anyone willing to talk to her, Will had decided to head back to Bloom's dormitory. She _was_ rather suspicious of the fairy, if she admitted it to herself.

So Will wasn't all that surprised when she spotted Bloom walking quickly down one of the hallways with her pixie trailing after her.

Curious, the Guardian followed the redheaded fairy, flying far enough back and ahead that Bloom wouldn't notice her but she could hear any conversation.

"Go away, Lockette. I'm _not_ in the mood to hear you squeak and whimper right now."

"Why don't we go back to your room with your friends," Lockette suggested, "instead of going wherever it is you're going?" The little pixie looked dejected as Bloom ignored her and kept right on walking.

"You're the pixie of portals and passageways and all that. Shouldn't you already _know_ where I'm going?"

The hallway narrowed, the ceiling lowered, and Will was forced to fly closer to Bloom and Lockette. Apparently the pixie recognized their location. "Oh no," she squeaked.

"That's right," Bloom said with a dark laugh. She paused in front of a painting, studied it for a second, then turned to the blank wall opposite and reached out. "Here it is." Her hand curled around an invisible doorknob, and she pushed the door open and stepped inside.

"The invisible door!" Lockette cried.

"The formerly secret archives of Alfea," Bloom confirmed. "We're here to steal the codex!"


End file.
